Gordon Pointe Acquisition Corp., a publicly traded special purpose acquisition company, and HOF Village LLC are set to merge, the product of which will be a sports, entertainment and media enterprise surrounding the Pro Football Hall of Fame. The transaction is valued at $390 million.
The terms of the merger agreement provide, among other things, for HOF Village Newco LLC, a subsidiary of HOF Village that will hold all of its operations, to be merged with and into a wholly-owned subsidiary of GPAQ.
HOF Village's management and equity holders have committed to roll all of their equity into the combined entity. Proceeds from GPAQ's trust account will be used by HOF Village to repay certain debt and expenses and to fund continued growth of its operations.
Immediately following the closing of the proposed transaction, the combined company will change its name to Hall of Fame Resort & Entertainment Company and will trade on the NASDAQ stock exchange under the ticker symbol "HOFV."
The combined company is creating an immersive, multi-use entertainment-based destination and experience-driven community that extends the Pro Football Hall of Fame's mission, values and vision and enables consumers to engage with the sport in a variety of innovative and exciting ways. Through its different offerings, the combined company will pursue diversified, sustainable and synergistic revenue streams and maintain multiple avenues for growth.
The multi-phased development is designed to drive repeat visitation, increase the length of visitor stay, supply year-round programming, and support the ongoing creation of original media content centered on professional football and its legendary players. HOFV has already invested $250 million to complete Phase 1 of the development, and the capital provided by this transaction will allow the combined company to advance its strategic plan and expansion. The combined company anticipates being Adjusted EBITDA positive by 2020 with all components fully operational by the end of 2022, targeting an Adjusted EBITDA run rate of approximately $50 million through Phase II.
"The Hall of Fame Resort & Entertainment Company represents an unprecedented opportunity to create an experiential destination resort and entertainment enterprise that is the equivalent of the 'Disneyland' of professional football," said Mike Crawford, current CEO of HOFV, who will serve in the same capacity at the combined company.
A team of highly accomplished executives possessing extensive operational expertise and significant entrepreneurial experience will lead the combined company. In addition to Messrs. Crawford and James J. Dolan, CEO and Chairman of GPAQ, the combined company's board members will include David Baker, President and CEO of The Pro Football Hall of Fame, as well as Stuart Lichter, President and Chairman of Industrial Realty Group, a commercial and industrial property owner that co-founded HOFV.
The respective boards of directors of GPAQ and HOFV have unanimously approved the proposed transaction, which is expected to be completed in the fourth quarter of 2019.
Riley FBR, Inc. is acting as capital markets adviser to GPAQ and Pillsbury Winthrop Shaw Pittman LLP is acting as GPAQ's legal adviser. Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS), is acting as financial adviser to HOFV and Hunton Andrews Kurth LLP is acting as HOFV's legal adviser.